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Nelson Is Angry: Your Instant 13D Report

Presented without Comment:

April 18, 2008
Mr. James V. Pickett
Chairman of the Board
Wendy’s International, Inc.
4288 West Dublin-Granville Road
Dublin, Ohio 43017-0256
Dear Jim:
I am writing to you in my capacities as President of Trian Fund Management, L.P. and Vice Chairman of Triarc Companies, Inc.
As a large shareholder of Wendy’s, Trian is very concerned about the current direction of Wendy’s. On April 17, 2008, Trian and Triarc were informed that the Wendy’s special committee had rejected two acquisition proposals made by Trian and Triarc. One proposal called for the combination of Wendy’s and Arby’s while the other involved an acquisition of 100% of Wendy’s for over $900 million in cash with the balance in stock. Our proposals would have required the approval of the shareholders on each side of the transaction and neither of the proposals was conditioned on the receipt of third party financing. Our most recent proposals were summarily rejected in less than 24 hours.


If the special committee now intends to pursue a transaction with another party, such as the sale of a minority equity interest, we urge the board to ensure that any alternative transaction be subject to the approval of Wendy’s shareholders and not just the members of the special committee. If shareholders approve a different transaction after having been afforded the opportunity to consider the benefits of the transactions we had proposed, Trian will abide by the will of its fellow shareholders. However, before any transaction is considered, shareholders should be fully updated on the current financial condition of the company–including sales, profits and margins. The Company has publicly stated that it plans to announce first quarter results on April 25 and we expect the Company will not take any action prior to this announcement.
It is now time for Wendy’s shareholders to decide the future of their company. We therefore intend to contact our fellow shareholders for the purpose of calling a special meeting of shareholders at which all shareholders will have the opportunity to vote on the future direction of Wendy’s.
Sincerely,
/s/ Peter W. May
Peter W. May
cc: Members of the Board of Directors

Letter Dated April 18, 2008 [SC 13D / EDGAR]

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72 Responses to “Nelson Is Angry: Your Instant 13D Report”

  1. guest says:

    “However, before any transaction is considered, shareholders should be fully updated on the current financial condition of the company–including sales, profits and margins. ”
    Nice find EP.

  2. guest says:

    My friend Patty was beefing about Wendy’s the other day. She thinks the board should be grilled. It toasts her buns to think that the company could be in a pickle.

  3. guest says:

    can we get a new font please! this is borderline unreadable.

  4. guest says:

    @ 9:43, this site could use more guests like you.

  5. guest says:

    I love you, Patty.

  6. guest says:

    @9:43, this site could use more writers like you. Please submit resume to assume the position that will soon be formerly held by EP. Please note, I refer to the writing position….not on your knees in front of Carney (which is apparently how she got on DB in the first place.)

  7. guest says:

    Wendys should be left alone. And they should get rid of the weird commecials and return to their homey roots.
    I like to think that when I eat a Wendys burger it’s coming straight from some pure place in the heartland, and without irony or the greasy fingers of some hipster ad firm in Portland or wherever oozing their creativity all over my meal.
    Nor we need them being bought out buy someone who can barely manage Arbys. Why is people always think they can do better with two penises and they don’t even know how to masterbate with one.

  8. guest says:

    McDonald’s only has two golden arches, while Wendy’s has Triarc. McDowell’s however had two golden arcs.

  9. guest says:

    Contrary to the story that Peter May/Peltz is trying to spin, the Trian offer isn’t in the best interest of shareholders. In fact, Trian’s bid is an insult to shareholders, all one needs to do is to look at Arby’s performance under Trian’s leadership before everyone rushes to conclude that Peltz is a knight in shining armor. Arby’s has had no significant earnings since 2000, same store sales have been flat, and according to Zagat’s 2007 Fast Food Chains survey, Arby’s has “older” and “tired” facilities and “poor” service. To be sure, I don’t think Wendy’s needs this kind of guidance.
    Peltz has a pretty poor record on corporate governance. During his proxy fight with Heinz back in 2006, the company responded to his calls for change with this: “Triarc received a corporate governance rating of 21.5, exceeding only 21.5% of all companies in the S&P SmallCap 600 and ranking it in the bottom quartile. Separately, Corporate Library gave Triarc an ‘F’ on overall board effectiveness — the lowest possible rating.” Zac Bissonnette, Blogging Stocks.
    It’s time for the Special Committee to conclude this process. Keeping the company and its management team in limbo and at the mercy of Peltz and his minions for a year hasn’t been in anyone’s best interest, especially the shareholders. This management team knows it must deliver better results but they’re hamstrung to move forward until this special committee makes a decision. Wendy’s has made some important strides but they need the special committee process to conclude so that they can move forward.

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